Please Don't Lay Me Down
by vonkrum
Summary: Alex and Addison, some MarkAddison, MerDer, throw in some Callie and a lot of Drama. Just some drama things happen, more drama, then maybe some drama for dramatic affect. Language warning. Violence Warning. Drama Warning. CRAP FIC WARNING!
1. Chapter 1 : Lies Are Much More Fun

They call me doctor worm, I'm not a real doctor, but I am a real worm, I am an actual worm …. No but, my medical degree did come out of the wheeties box!

This fic takes its title from the** Little Birdy **song **_'Please don't lay me down'_**

Chapter title – **_"Lies are much more fun"_** .. from **The Grates**

and my links for these 2 great Aussie bands just are not working, so google them! They are worth it.

I don't own any of these characters; I just borrowed them, played with them for a while and put them back neatly in their packages. I swear.

A/N: Yes, thank you, I am a Drama Queen. Deal with it. Or Not. I've been living with this for a while now and I just had to get it outa my head and into yours. I'm not going to lie to you folks, many liberties have been taken and for this I _do_ apologise.

Couplings : Alex/Addison : Addison / Mark : MerDer : and others as is my want.

**

* * *

****PLEASE DON'T LAY ME DOWN **by VonKrum 

Chapter One : Lies Are Much More Fun

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It's not a question of can she go without for 60 days, but more a question of 'did she want to go without' and 'did she want the consequences of going without'. The challenge wasn't for her to fulfil. The challenge was his. She knew it would kill him to go three days without, never mind sixty. It wasn't a problem for her to go without. No problem at all. It's not as if she couldn't go without, who would she have sex with anyway? Unconsciously her mind drifted and she felt herself start to respond as her lips relived the feel of their brief kiss.

Oh what the heck had Callie called it? Lines of deliciousness? Good grief.

He had rejected her, said he wasn't interested. More importantly he didn't want to be just another intern sleeping with his attending. And she had to respect that. Maybe not _like_ it so much, but respect it all the same. She couldn't just turn around and do the same as Derek and shack up with an intern. And not just any intern, but the intern assigned to her service. Why must it all be such a cliché? Maybe she should follow the Meredith example and get plastered every night at Joe's and take home the first man to come along. That might scratch the itch. She shook her head. No.

She looked up self consciously expecting someone, anyone to catch her out, read her thoughts. She blushed at the prospect, a small smile tugging at the corner of her mouth. The nurse's station was uncharacteristically deserted. She cleared her throat, shifted her glasses higher and busied herself rereading the same page in the chart she was holding, her pen dancing a slow step across her lips.

No the problem wasn't who she would have sex with at all. The _real_ problem as she saw it was what the hell was she going to do if Mark managed to go the whole 60 days? She laughed, as if it were possible. But still the thought of him pulling it off was something she was more than a little worried about. He was a determined man. He did pack up and move here all because of her, so he said. She suspected it was more about Derek than her, but still, that counts for something. She did care about him, but she wasn't sure if it was enough to actually make a commitment to him. Ok so maybe at one time she thought she was in love with him. Maybe. He soon cured her of that. Manwhore. Keep remembering that, she chided herself. Manwhore, manwhore, manwhore.

She also had to be honest and ask herself if she want to be involved with commitment again. And if she did, did she want Mark to be that commitment. She blamed Derek for her current predicament. Damn him and his 12 year old intern for making her feel like all their years of marriage and life together meant nothing. Stupid, stupid knee jerk reaction to that wench she called loneliness. And to turn to Mark yet again to fill the void was wrong. Very wrong. Maybe it _was_ the history, maybe it was familiarity, maybe the safety that he provides. She knows him, his good points and his bad points, they had spent so many years together as friends that they knew each other well. He had taken care of her in her time of need, and had been there for her. He had touched her in so many ways physically and emotionally. He paid attention to her, attention that she had craved from Derek and that he could not provide, especially in the last few years of their marriage. But Mark could not keep it in his pants. If he couldn't do it for the two months they spent together in New York, how could he do it now? He couldn't help himself. One woman would never be enough for him. No matter how much love he professed for her. In the end he was her crutch. Nothing more, it was time she leaned on herself for once. Time to recognise that and move on. For both their sakes. Because if she couldn't love Mark enough to keep his baby, how could she go back to him, be with him, when there was nothing more significant than the creation of a new life.

She sensed his presence behind her; he stood so close she could feel his heat. And it disturbed her how familiar it was and how right it felt.

"Addison," his voice was like liquid honey. His hand, hidden by the counter, reached out and grazed her backside.

"Mark." Her head jerked in his direction and she looked at him sharply.

His hand continued around to her waist. "Let's do it now." He drawled into her.

"Mark!" she cried and leaned away from him and his wandering hands.

"Come on, you, me, on call room, right now." He took a bold step towards her, whispering, "Let's fuck."

"Aahhhh," she stuttered completely flustered.

He smirked at her as she frantically looked around her to see if anyone was paying attention to them.

"I want to kiss your lips." His eyes drifted down her body stopping only when they reached the apex of her legs.

She felt a fire within her instantly light and she blushed wildly. He took advantage of her flustered state and moved in close nudging her with his hips.

"Mark!" she cried backing into the counter behind her, feeling trapped.

"Addison." He drawled her name seductively. "That skirt should be illegal."

She smiled and put her hand on his chest to ward him off then had to spend a moment trying to fight the heat rising within her as her fingers felt the tight muscles in his chest through the thin material of his top.

"You look sexy, just that glimpse of your .. breast .. that spot right there," his hand reached up and delicately brushed aside the material of her blouse near the swell of her right breast. He didn't touch her, but she felt the pressure all the same.

"Makes me want to take it in my mouth and - "

"Mark!!"

His eyes bore into hers and she couldn't breath, couldn't think. She held her breath for what seemed like forever, and he let her. He let her think about them. Together. Bodies intertwined.

"Oh boy." she breathed breaking free from his spell.

He chuckled as she pushed him away from her.

"You… get .. go … away .. " she stammered.

She gathered herself "Manwhore!" she acused, glaring at him and fumbled with the chart she had abandoned and walked away from him turning just the once to look back at him.

Mark watched her leave, watched the sway of her hips and the strength of her legs. He chuckled again. He knew how to get a reaction from her. He knew every part of her body, he knew all her sweet spots, he knew how to work her how to take her to the brink and beyond. He knew because he cared about her, more than he ever should have cared about his best friend's wife. He knew from 12 years of caring from afar. She needed him. She was just too busy denying it to let it happen. Sex bet or no sex bet, he was a determined man. He had to be, he was unbelievably in love with her. He watched her turn back to him, and he grinned. When she left his sight, his grin turned to something else, because now, now he needed a cold shower or something… Stat.

* * *

"Seriously!!." 

"What?" Cristina glanced at Meredith between sloppy bites of her watermelon.

"Look at this." She cried as she held the magazine out she was reading. "Seriously!"

"Look at what?" George asked as he plonked his tray on the table.

"Yeah I read that." Izzie nodded at the magazine Meredith was holding. "Everyone's reading it."

"What?" Cristina mumbled through another bite as she looked around her to see what everyone was reading.

"She's all freaken gorgeous looking and RICH and glamorous and RICH and and …" Meredith whined.

"Who?" Cristina asked.

"Look!" Meredith turned the magazine towards Cristina so she could see the cover.

"Is that . . ?"

"Addison Forbes Montgomery." Meredith pouted.

"No freaken way!" Cristina grabbed for the magazine with sticky fingers.

"Yes way," Meredith moaned, "there's a whole article about her being the foremost expert in neonatal surgery, OBGYN and what a fantastic doctor she is and all the good she does for mankind and motherhood blah blah, and how freakin rich she is, and gorgeous and leggy .. did I mention rich?"

"I know!" Izzie nodded her head. "I thought my 8 million was a big deal, but seriously. She is rich with a capital RICH."

"Who's rich?" Karev asked as he scooted a chair out and sat down.

"Addison." Meredith grumbled.

"Seriously rich." Izzie said through a bite of lettuce leaves.

"It says here," Cristina read, "Forbes Montgomery has an estimated net worth of 4.2 billion dollars!"

"Oh that can't be right." George choked on his lunch.

"Well that's the Forbes Montgomery net worth, her family's fortune, it says her trust fund is around $38 million." Cristina let a low whistle out.

"That is seriously rich. How do you get that rich?" George asked.

"She's a Forbes." Cristina replied. "Old money George."

"How can you spend that much money in a life time?" George wondered. "It's obscene."

"Prada. Manola Blahnik. Mark Jacobs. Jimmy Choo. Dior " Meredith listed, ticking her fingers.

"She's not that shallow." Izzie said.

"You've seen what she wears." Meredith snarked.

"Yeah but it doesn't make her bad, just because she has money AND good taste"

"You're defending her." Meredith accused.

"No, she doesn't need defending. So she has money, so what? Think about what she doesn't have, what money can't buy," Izzie choked a little, "her parents died when she was a kid, she has no family, no husband, she's all alone." Izzie attacked her salad, then added softly, "Sometimes people don't deserve the things we sling at them."

"What does that mean?"

"Well .. "

"Hey evil spawn," Cristina interrupted." how did you rate a mention?"

"Huh?"

Cristina held the magazine out.

"Dude, I was there, they asked." He shrugged.

"What?" Izzie stared at him.

"I was there, the day his wife gave birth, junior member gynie squad remember." He tapped his chest with his fork. "The guy who wrote the article, I was there."

Cristina licked her fingers then wiped them on her scrubs before turning the page, "Oh my god spawn, look at that picture. Could you be any more in love!"

"What?" Karev reached for the magazine.

"Look at the way you're looking at her. All lusty mclusty."

"I am not!"

"Let me see, let me see." George grabbed for the magazine as Cristina held it across the table away from Karev. "Oh boy, you are all over her." George teased. "Look Izzie." He giggled and shoved the magazine towards her so she could see the picture of Alex with Dr Montgomery. George and Izzie giggled together over the photo.

"Oh you are _so_ looking at her that way Alex." Izzie cried.

"I am not." Karev stated. "it's a bad angle" He turned to Cristina. "Crack whore"

"Maybe, but you're the one lusting after the She-Shepherd."

Karev glared at her. "She's not a Shepherd Yang."

"Yeah, she's not." Meredith gave Cristina her best wounded look. "Anyway, can you blame him, look at how stunning she looks. Who took those photos? When did they take those photos? Who said she could look like that? Its not fair." she leaned back in her chair and pouted, "I need new shampoo."

"She looks hot." George nodded as he held up the cover of Seattle Magazine and needlessly pointed to the cover image of Addison Montgomery. It was a close up shot of her in a black dress, her red hair falling around her shoulders with the classic sexy stare down you would see on the cover of any magazine. The caption read, "Seattle's Top 5 Hot Docs!"

"I'd do her." Izzie stabbed her salad with her fork.

Everyone stared at her.

"What? If I was into that," She smiled as she chewed. "she's Mchot. No? Ok, really, I just thought I would try it. I'm joking. Seriously."

"Anyway," Meredith shook her head, "how's a girl supposed to compete."

"Compete?" Cristina took the magazine back from George. "You're _with_ McDreamy, what are you competing for? She's not competing with you. Why are you competing with her? I don't get it"

"Oh you know, I don't know."

"I don't think it's competing as such, it's more like what you have to live up to. Like she's this whole woman, you know _a grown_ _woman_, an adult and Meredith your like this . . . young girl. And she like oozes all this sensuality, she's glamorous and has those legs up to here," she indicated with her fork above her head, "and the boobs, and the fiery hair, did I mention the legs?," she chuckled when she looked at George and Alex's enthusiastic nods, "and that's what McDreamy has been with for what 15 years now. This _woman_." Izzie indicated the magazine, shrugging at Meredith before going back to her salad.

"Thanks." Meredith threw a screwed up napkin at Izzie. "I'm a woman too." She added lamely.

"Not the same." Karev glanced up at Meredith. "Hey, dude so she had McDreamy first. Get over it. There's nothing to be jealous of. You got your man. No more sleeping with inappropriate men" His head inclined in George's direction.

"Hey!" George cried, then mumbled, "I don't want you to ever mention that again."

"I'm not jealous. Why would I be jealous?" Meredith purposefully ignored the reference to George.

"She's hot." Alex said plainly.

"Isn't she sleeping with McSteamy now anyway?" Cristina asked looking at Meredith.

"No." Karev said a little too quickly.

Christina nearly snapped her neck as they all turned to look at him.

"And how do you know that?" Cristina nudged him with a grin on her face.

Karev filled his mouth with food.

"Yeah she's not with him." Izzie informed them.

"How do _you_ know that?" Cristina focused on Izzie.

"He keeps whining about her, why wont she talk to me, why wont she have sex with me .. blah blah… everyday.. seriously" Izzie whined.

"I heard there's some sort of bet on." George leaned into the table.

"What?" Karev

"Tell." Izzie squeeled.

"Debbie told Tyler and Tyler told Olivia and Olivia just told me. McSteamy is getting all toey because they, him and Dr Montgomery have a 60 day no sex bet."

Alex's only reaction was a raised eyebrow.

"No way!" Izzie exclaimed. "Oh we should totally make him lose that."

"He doesn't need any help losing that one Izzie." Cristina laughed.

"Manwhore." Meredith stated.

"Yeah." Cristina agreed.

"Maybe we should make _her_ lose that bet." Izzie looked at Alex and grinned.

"What? Don't look at me." He glared at Izzie briefly then let his eyes stray across the courtyard.

"What does the winner/loser get?" Meredith enquired.

They all looked at George. "I don't know. Olivia didn't tell me that."

"You should ask Callie." Meredith pointed at him.

"No, I'm not asking Callie about their sex bet." George shuddered. "Too much information."

"Why do we care if they have a stupid sex bet." Cristina asked to no-one as she flipped through the magazine. "Oh well this is wrong," she laughed.

"What? The bet?" Meredith looked at her like she was nuts.

"Dr Erica Hahn? Hot doc? Please!" Cristina cried, turning the magazine around so they could see the article.

"Who?" George asked eyeing the magazine.

Cristina scoffed.

"Cardio thoracic surgeon from Mercy West." Alex said as he reached over taking the tub of chocolate pudding from Cristina's tray.

"What you got a thing for her now too. She your new girlfriend? You're a slut."

"Dirty stripper." Alex sneered at her.

Izzie glared at them.

"Yeah, I still don't see how she's hot." Cristina dragged her eyes from Karev and looked closer at the photo of Dr Hahn.

"Well maybe she's hot just because she's a woman in the boys club? You know being in CT and all." George suggested. "They make her look good there too .. " George added. "Must be the make up .. and lighting .. and stuff.."

"Yeah tons of it." Cristina flicked the magazine.

"She looks all right." Alex glanced at the picture, giving it his considered assessment.

Meredith pulled the magazine towards her, "She's no Addison Forbes Montgomery."

"No she's not." Alex couldn't help his eyes from once again straying across the courtyard.

Cristina did a double take look at him.

"What? Montgomery is hot." He shoved more food into his mouth than would normally fit.

George and Izzie nodded as Cristina turned towards Meredith.

"I give up." Meredith sighed. "At least tell me she snores."

"You better stop looking at me Yang." Karev threatened.

"Whatever" Cristina grinned.

"She doesn't snore." Izzie stated. "What?" She laughed at Merediths questioning look, "She doesn't, with all that perfectness, and legs .. no way does she snore."

"Just freakin great." Meredith threw herself back against the chair.

to be continued ...


	2. Chapter 2 : Fall Behind Me

This fic takes its title from the Little Birdy song 'Please don't lay me down'

Chapter title – "Fall Behind Me" .. from The Donnas - google them, awesome band!

I don't own any of these characters; I just borrowed them, played with them for a while and put them back neatly in their packages. I swear.

A/N: Yes, thank you, I am a Drama Queen. Deal with it. Or Not. I've been living with this for a while now and I just had to get it outa my head and into yours. I'm not going to lie to you folks, many liberties have been taken and for this I _do_ apologise.

Couplings : Addison / Alex : Addison / Mark : MerDer : and others as is my want.

Thanks for all the kind reviews, constructive criticism is great! Don't be shy about it either. I've been sitting on this fic for a while because its hard to know if your getting the characters right. Anyway, sit back relax, put your feet up, because this is only the begining of a longish fic, its all in my head, just got to get it down. Sposed to be writing essay atm. But am procrastinating. Good times!

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**PLEASE DON'T LAY ME DOWN **by VonKrum 

Chapter Two : Fall Behind Me

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"What are you doing?"

Callie's tray hit the plastic table hard, making Addison jump and her coffee spill a little on her lap, "Hey." She cried.

"What are you doing?" Callie looked pointedly at her.

Addison busied herself working the small stain from her skirt, self consciously she tugged at the edges of the large split running up her thigh desperately trying to cover her exposed leg. "Coffee Callie, that's what I'm doing." She held her cup up under Callies nose. "Trying to, before you came barging over making me wear it" she added under her breath.

"Crap. I see you Addison." Callie glared at her. "I see what you're doing."

"And just what is that?" Addison enquired unable to look Callie in the eye.

"All this," Callie waved her hand at Addison, "and that." She waved her hand in another direction. "All your flirting."

Addison choked on the sip of coffee she had just taken.

"You are sashaying around the place in those short skirts with those long legs. Every man in this place is drooling after you. You're playing it! My god, I even caught George looking at you!" She declared. "You are slutting about."

"I am not." Addison shook her head

Callie glared at her.

"Ok," Addison conceded, "I am."

"That's all I'm saying." She nodded.

Addison absently took another sip of coffee.

Callie took the lid off her paper cup added sugar, stirred, replaced the lid then took a tentative sip. "So?"

Addison gazed across the courtyard, purposefully ignoring Callie's question.

Callie waited her out.

"I'm a failure and a chicken. I couldn't do it, I couldn't even see him in the hallway without … keeping my mind off …" she searched for something to explain it.

"His pickle." Callie supplied.

"Oh god!" she moaned," I'm going to be Mrs Mark Sloan in no time." Addison looked imploringly at her.

"Oh the tangled web .." Callie grinned.

"It is not funny."

"So you made a stupid bet with the manwhore." Callie stated matter of factly, "And you're attempting to sabotage that bet, by teasing him enough for him to break that bet with someone other than you, thereby making him the bad guy and letting yourself off."

Addison sighed. "Yeah . . . except I can't even do the flirting thing without .. you know .. I'm hopeless!" she cried throwing her hands in the air. "One look and I was a hairs breath from..." she choked out the next word, "banging him right there and then. No matter how much I care about him, sleeping with Mark is always going to be.. "

"A hailstorm of self loathing and misery?" Callie finished for her.

"Yes." Addison laughed, and leaned her head back against the chair closing her eyes.

"You need to focus on something else." Callie offered. Her gaze wandered across the courtyard to where a group of interns sat.

Addison sat up straight taking a deep breath as she followed Callie's gaze with her own.

"Huh, would you look at that." Callie smirked.

"yeah." Addison sighed as her tongue came out to lick her bottom lip.

"You're a lusty lusty woman Montgomery."

They sat for a while, neither saying anything.

"So?" Callie took a bite of her sandwich.

"So?" Addison looked at her friend. "Not sleeping with the help Callie."

Callie took another bite and chewed thoughtfully. "You could just be honest with him." She paused to let it reach her, "You know that concept whereby you tell the manwhore what your thinking … just .. you know, as a start. ..Maybe."

Then she stared at her, not shifting her gaze as she took another bite and chewed.

"Uhhgghhh." Addison grimaced, before turning her attention somewhere across the courtyard.

"Either way its gonna hurt. Just rip the band aid real fast." Callie put her sandwich down. "And will you stop having hot eye sex with the intern while I'm trying to eat!"

Addison groaned.

"Adjust your bra, _if_ your wearing one," Callie looked at Addison's chest, " oh good, you _are_ wearing one, adjust your bra, man up and be honest with him."

"Argh." She groaned again and hung her head.

* * *

She was finding it difficult to remove the glum look from her face, even as she saw him enter the elevator. He smiled at her, his eyes lighting up the small space, she refused to look at him and play his elevator games, so she kept her eyes glued to the closing doors behind him.

She tossed her hair and felt him inhale as he moved behind her.

"hey."

"hey."

They stood in silence for a moment.

'Whats up?"

She mumbled something then said louder "shampoo."

He leaned closer and sniffed her hair.

"shampoo?"

"yeah."

"So whats up?"

"I'm out"

"oh."

She felt his smile behind her.

"So whats up?" he asked again, and leaned over her shoulder.

She gave a small shake of her head and brought the chart she was holding up to her chest clutching it tightly, she looked down as something fell out and they both reached to pick it up.

"Oh." Derek said as his fingers brushed hers.

"oh."

"Ahh." He said as he straightened and claimed the magazine in his hands. He glanced at the cover briefly then flicked through the pages until he came to the article in question.

She stood patiently while he scanned the pages. The small smile she had managed remained frozen on her face.

He said nothing, just closed the magazine and handed it back to her.

She waited for him to say something, anything, but he just watched the doors. She got increasingly more frustrated at his lack of words.

His mouth turned up in the corners as he tried to contain his laughter, his eyes twinkling in _that_ way.

"What?" she thumped him with the magazine.

"Ow." He feigned.

"So?"

"So what ?"

"Haven't you got anything to say?"

He shook his head smirking.

"Why not?"

"Why?"

"Look at her!" she cried thrusting the magazine under his nose.

"I've seen it."

"I need new shampoo." She mumbled.

He stood in front of her and pulled the emergency stop button and the elevator responded immediately.

"Oh no." she took a step towards the panel but he blocked her access.

"What?"

She said nothing, just looked at him.

"What? You're upset because Addison is on the cover of Seattle Magazine?"

She hugged the chart closer.

"That's what you're upset about?" he laughed.

She pouted a little.

"Why?"

"Coz she looks freakin amazing." She cried. " And .. and … I need new shampoo!"

He laughed and reached out to touch her hair.

"No you don't get to laugh at me." She leaned away from him.

"Meredith." He laughed again.

"No. no." she took a step back.

"You are every bit as beautiful, if not more."

She let him step towards her and touch her.

"Seriously?"

"Seriously." He kissed her softly.

"It's just a promotional piece for the hospital. It could just have easily been anyone of the other doctors here. It just happens that she delivered the guys baby and he's a friend of Richards. Its no big deal. I don't understand why you would be … thingy about it." He said as he put some distance between them.

"I'm not being thingy."

"Yes, yes you are."

"I'm not. I'm just …"

"Being thingy."

"No, it's just every time I look around there she is, all red and hot and gorgeous and leggy and smart and," she sighed, "sometimes I just need … new …. shampoo."

"Meredith, Addison _was_ a huge part of my life, but that part is over. I love you now. That's what's important."

She waited for him to say more.

"and yes she is … " he acknowledged struggling for an appropriate word.

"Red hot, gorgeous, leggy?" Meredith supplied.

"that." He said and put his hands on his hips, "but that doesn't mean … anything."

She looked sideways at him.

He leaned back on the doors and hit the emergency stop button and looked at her.

"Seriously" She said as the doors opened and she shouldered past him.

"I like the lavender" he called after her.


	3. Chapter 3 : Stumblin

**PLEASE DON'T LAY ME DOWN – by Vonkrum **

**Chapter 03 - Stumblin' **

because everyone stumbles sometime, Alex, Addison, Derek.

And because music is extremely important .. go .. listen .. we'll wait ..

Powderfinger song Stumblin from Vulture Street

Little Birdy song 'Please don't lay me down'

disclaimer : I don't own any of these characters; I just borrowed them, played with them for a while and put them back neatly in their packages. I swear.

Yes, thank you, I am a Drama Queen. Deal with it. Or Not. I've been living with this for a while now and I just had to get it outa my head and into yours. I'm not going to lie to you folks, many liberties have been taken and for this I _do_ apologise.

Characters : Alex/Addison : Addison/Mark : Addison/Derek : Mark/Derek : MerDer : Callie/Addison .. and others as is my want.

…. lemony freshness … because I need to celebrate the finish of extremely badly done essay and post ridiculously crap fic!

* * *

Chapter 03 - Stumblin 

He had had lunch to calm down a bit, but still he felt pissed. He had a shit list a mile long today and topping it was Dr Mark _freaken_ Sloan. Sloan was pissing him off, giving him useless orders and scut work that was well below him. Yang teasing him about that picture had pissed him off too. He was pissed about the affect seeing the offending magazine had stirred in him, not completely appropriate for the lunch time crowd. Montgomery was pissing him off, mainly because she was invading his every thought. The image of her on the cover had taken his breath away, which pissed him off. She was gorgeous and he was surprised at how strong his feelings for her were becoming. So his feelings were pissing him off. It had pissed him off that she had been sitting across the courtyard from him making eyes at him. It pissed him off that he loved the way she made eyes at him. It pissed him off that she could look at him and see him inside and out. It pissed him off that he loved the look of unadulterated desire in her wiltingly beautiful eyes. It made his chest expand in some sort of predictable manly way he didn't want to put a label on. And that pissed him off because he didn't like being predictable. He was pissed that he loved that her eyes were about sex and when he saw that all he could think about was fucking her and getting lost in those eyes when she came. And he was pissed because he didn't want to think about those eyes looking _that way_ at Sloan or Shepherd because selfishly, he wanted the eyes to be all about him, only him, for always . . . and ever.

Then bloody O'Malley had let out that stuff about a bet between her and Sloan and he was even more pissed. He was feeling extremely aggressive and he wanted to take someone down. If Sloan crossed his path he would be flat on the floor before he could real off his freaken lunch order. He took solace in the fact that she wasn't having sex with him, and that made him smile. A lot. It took some of the edge off his pissy-ness. He didn't want to be pissed. He wanted to think about the eyes. Big blue eyes staring at him, lusting after him. Desiring him. The way they would look just before she …

He was day dreaming about her. _Day dreaming?_ Alex Karev? Day Dreaming! In some horrific _Mills and Boon's _romantic notion fashion. Fuck. He needed to get his wits about him and concentrate on what he was doing.

Mainly, he thought bristling as he walked along the corridor, he was pissed at himself, because he _was not interested_.

He looked up and suddenly she was in front of him. With the eyes.

"Oh hey," he mumbled.

"Dr Karev. Hello"

"Hi, hey, hello," he stammered, he needed to think quickly "Um, hey, are you still doing that ventricular shunt on Mrs Neyland's baby tomorrow?".

"Yes," she said slowly, "Why?"

"Can I get in on that?"

"I thought you were working with Sloan this week?"

"Yeah not my idea." He scowled. "For some reason he's decided he needs an intern to fetch and carry for him."

"Naturally he wanted you." Addison sighed.

"Well," he rubbed his forehead. "He's torturing me."

"Ok. Yeah, I guess that would be ok." She half smiled, then looked down at the lab results she had been carrying and moved to leave.

He grinned to himself as she looked down at the paper in her hands, watching as her long silky hair fell in front of her face, he longed to reach out and tuck it behind her ear. So he could stop imagining how it felt and know how it felt. He stumbled, his thoughts making him unsteady.

"Oh." She cried as they collided.

His arms came out instantly to grab her, steady her and they ended up in an awkward hug.

"Ahh."

"Mm sorry," he apologised holding her.

"Thanks," she said and attempted to disentangle herself.

His arms around her loosened, lingered on her elbows. He mumbled something.

"uh, yeah, oh, oh kay," she scratched her head and stepped away from him.

They sidestepped each other, but ended up going the same side and bumped into each other again.

His hand reached out to steady them and stayed longer than necessary on her hip. Her hand stayed on his forearm.

"I'll ah .. mm . . go," she swallowed hard, "this way," she pointed to the left.

"Right," he nodded, "right"

"hah ahh," she laughed.

"Yep." The both stepped to go, but again ended up closer to each other.

"Oh boy," she breathed

"My .. bad," he laughed, his hand reached around her back and pulled her closer.

"Haaa ha" she laughed nervously as she twisted in his grasp.

He turned them around in a circle so they were where they needed to be in order to detangle and go their own way.

"oh mm oh kay," she turned her head behind her and took a step backwards, "this way."

Reluctantly he removed his hand from her and let her go.

"Yeah," he called, "see ya."

"Yeah," she took a last look at him and hurried away from him.

Ok so maybe he wasn't so pissed anymore.

* * *

Navigating stairs in high heels would be a treacherous task for anyone other than Addison Forbes Montgomery, for she had been wearing high heels since she could walk. But her brief encounter with Karev left her feeling slightly unsteady. Still, she didn't look up as she made her way down, just returned to reading the lab results she held in her hand. She reached the middle landing and stopped when she sensed her friend.

Addison sighed, "You know how you feel when you want something, but you can't have it, and it makes you want it even more, even though you didn't want it before you couldn't have it. Well," she waved her hands in the air, clearly flustered, "I really _really_ want it."

"I just had sex with George."

"Arrgghh." She threw her head back and cried steadying herself on the handrail as her heels wobbled beneath her. She could hear Callie's chuckle haunting her from above.

* * *

"Hey, " he said as he fell instep beside her as she crossed the open walkway. "Nice . . . article."

She looked up from the same results she had been re-reading for the past ten minutes. "What?"

Derek smiled at her. "Nice article."

"Oh," she flushed embarrassed. "It wasn't my idea."

"Right." He nodded. "The Chief?"

"mm hhmm."

She ignored the twinkle in his eye and concentrated harder on the paper in her hand.

"You looked … good."

She stopped walking, "Wait," she put a hand on his arm, "What do you want?"

He laughed, "Nothing, I was just paying you a compliment, being nice. I don't have to be nice, but you know, I'm a nice person. Can't help myself … I'm nice … happy … go lucky even!"

"Seriously," she narrowed her eyes at him, "What is it?"

"Nothing," he laughed again.

She was unconvinced, but let it go. If he wanted something he could ask.

"Still on for the Neyland baby's ventricular shunt tomorrow?" he asked as they walked.

"Yes it's on the board for 4pm." She cleared her throat and added, "I've ahh .. just .. anyway .. Dr Karev is going to be assisting as the intern on the surgery."

"Oh that's good." He pulled his blackberry from his pocket and tapped away, "Meredith too," he added, "If that's ok?" when he saw her raised eyebrow.

The corner of her mouth twitched into a half smile, "Sure. Why not."

He laughed. "So," he tilted his head towards her and whispered, "Word on the nurse-vine … What's going on with you and Dr Karev?"

"What?" she choked as she looked around them.

He grinned at her.

She took her glasses off and narrowed her eyes, "He's an intern Derek, and unlike you," she poked him in the chest, "I don't plan on sleeping with an intern."

He rubbed his chest, "Ow," and laughed. "Seriously? Nothing?"

"Derek!"

"Nothing?" his eyes crinkled.

She smiled at him, "Seriously."

"Well I figured there must be something, Sloan's champing at the bit all over the place."

"What?"

"It's kinda scary really. He's all .. twitchy … and twisty … definitely antsy …. sometimes jittery … jumpy …and .. very weird "

Her eyebrow rose again.

"Just some light reading." He laughed, "What did you do to him?"

"Nothing, I didn't do anything. What have you heard?" she asked nervously.

"Nothing. I swear," he held his hands out palms up.

"What is it with you?"

"Huh? Me? No, no, nothing, not a thing."

"You're a strange man Derek Shepherd." She eyed him curiously, "You want me to be sleeping with Mark now?"

"I don't care," he laughed.

"Right, so why the interest?"

"Oh just something he said."

"Wha .. What did he say?"

"He said you were torturing him, how did he put it … you were … 'supererogatorily impinging at the core of adroitness'."

She scoffed.

"Interesting." Derek grinned.

"Only if you're Mark."

"You're seriously not seeing Mark anymore?" he queried.

"Walking away now," her heels clicked loudly as she walked away from him.

"Addison," he said catching up with her. "Addi," he sighed, "I don't care really, not about Mark anyway."

"What does that mean?" she stopped.

"Well I care about you."

"What?"

"I want things to be ok between us. You know pleasant and civilised, bright and shiny … lemon fresh."

"And things aren't?"

"Not when Mark's around."

She folded her arms and stared at him.

"Can't help it, it's that mental image I get every time I see him." He pretended to be interested in his blackberry all of a sudden.

She gave him the questioning brow.

"The two of you fucking in my bed on my _favourite sheets_." he leaned into her and said it like they were the dirtiest words he's ever uttered.

She rolled her eyes dramatically, "You can have them back you know."

"Haa aahh haa, No thanks. You're welcome to them. And Mark."

"Derek, you've moved on with Meredith. You're," she choked, "bright and shiny now".

"That I am." He grinned.

"You need to stop blaming Mark for things and start repairing your relationship with him. Get over it. It's not about Mark and me anymore. It's about you and you're best friend. Mark loves you, he's always been there for you and he needs you."

"Addison," he ran a hand through his hair, the measure of his frustration.

"Rip the band-aid Derek, forgive him. Be," she thought for a moment, "bright and shiny," grinned at him then added, "lemon fresh!"

He groaned as she walked away from him.

-----------


	4. Chapter 4 : Sleeping Rough

**PLEASE DON'T LAY ME DOWN – by Vonkrum **

**Chapter 04 - Sleeping Rough **

And because music is extremely important ..

**Bernard** **Fanning** song Sleeping Rough from Tea and Sympathy

**Little** **Birdy** song 'Please don't lay me down' from Hollywood

disclaimer : I don't own any of these characters; I just borrowed them, played with them for a while and put them back neatly in their packages. I swear.

Characters : Alex/Addison : Addison/Mark : Addison/Derek : Mark/Derek : MerDer : Callie/Addison : Callie/George (no mention of Giz at all .. reaching out for a safe haven here folks) .. and others as is my want.

More notes from the lunatic fringe : Although I do threaten Drama and more Drama .. its a slow build up to that drama, stick with it .. or not. Whatever.

Again .. here's with the CRAP fic!

* * *

"Dr Torres."

"Dr Montgomery."

Addison lowered her glasses and peered at Callie. "You're smiling."

"Happy."

"Happy?"

"Happy."

"Good, that's good. Really good." Addison glanced back at the chart she was reading.

"So."

"So?"

"I was thinking, you wanna come out tonight?" Callie bumped her hip against Addison.

"What?"

"To play." Addison's blank expression drew a heavy sigh from Callie, "Play Addison. You know. That thing you do when you're not at work."

"Oh I don't know." Addison shuffled her feet a little.

"Come on. Friend of mine is working it tonight in a little out of the way club."

Addison screwed her nose.

"Martini's. Dancing." Callie smiled, "Hot hot men."

"Yeah that's what I need." Addison closed the chart and put her hand on her hip. "More man candy to take my mind off all the man candy around here."

"Exactly!" Callie laughed. "And if you're lucky, you might get some."

"60 days Callie." Addison said, "60. Count em. Days."

"Oh you're not still going on with that charade?" Callie searched through the charts at the counter.

"Yes. Yes I am. Charade-o and me."

"Why?"

"Because," Addison sighed, "I made a stupid promise."

"Well technically you didn't" Callie found the chart she was looking for and flipped it open.

"True." Addison agreed, "Technically."

"So?"

"So."

"Come on."

"I'll think about it." Addison repositioned her glasses.

"Ok, I'll meet you at your door."

"Thinking about it." Addison called to her retreating back.

"Yeah, you'll come." Callie threw over her shoulder.

Addison shook her head and returned to the chart completely distracted by the thought of man candy.

* * *

"Hey." 

Alex closed the door behind him with a soft click. He had a headache. Spending all day on Sloan's scut work was wearing him down. There had to be light at the end of the tunnel. He smiled inwardly. Thank god there was. One that came complete with long legs, big blue eyes and a halo of red hair. Complicated. Yes. But salvation was coming. Even if it was for only one day. He rubbed his head willing the headache away. Too much thinking and way too much reading. He put the offending reading material down on the bench. He had to remember to put in his satchel to take home to read again. He shrugged out of his lab coat and opened his locker.

"Hey."

He turned around and smiled at Meredith.

"So I was thinking about tomorrow. . . "

Alex pulled his scrub top off from the back of the neck and turned towards her. He rubbed his bare chest with the palm of his hand and threw the soiled garment into the laundry pile.

"I got some . . . homework." He indicated the pile of journals on the bench. "from Ad- Montgomery."

"Oh right," Meredith looked at it, "Yeah, Derek gave me some too."

The nodded together.

"So you want to go through it tonight?" Alex asked.

Meredith thought for a moment, "Yeah, that would be," she smiled, " … yeah."

"Cool."

"Ok," Meredith shuffled about then turned back to her locker.

"Oh come on George!" Izzie cried as the two of them burst through the door.

"No no," George pushed her. "No."

"It was funny," Izzie laughed.

"No, tragic, very tragic,"

"Funny, George," Izzie teased, "Funny, you should have seen the look on your face." Izzie turned towards Meredith and Alex ready to fill them in.

"Yeah don't want to know," Cristina pushed her out the way as she came in behind them.

"What's with you?" Izzie stopped laughing.

"Nothing," Cristina said, "Just don't want to know."

Alex and Meredith exchanged weary looks.

"Oh! Oh. " George stagged past Cristina and Izzie, both of them pushing him as he went, "Hey!"

Izzie laughed at him again.

"Hey," George made it to his locker without tripping over. "Anyone want to come out tonight?"

They all mumbled a response that wasn't too positive.

"Got to study for .." Meredith mumbled.

Alex indicated his reading material and backed Meredith up on the study excuse.

"Oh come on, don't make me go by myself with Callie and," he coughed, "Dr Montgomery." He added a mumbled, "That's too scary. Very scary, just me and them and music … dancing! Tequila." His threw a pleading look out to the room.

"Oh dancing. I'm in." Izzie swayed her hips to some imaginary music.

"Oh no alcohol for me," Meredith mumbled, "I'm off that."

"Again? Mere?" Cristina looked at her, "that's the fourth time this week."

Meredith shrugged.

"We got a big surgery tomorrow." Meredith looked at Alex.

"Yeah .. but … Dr Montgomery's going," George raised his eyebrow at Alex.

"Dude." Alex warned.

"Yeah .. but she's going to be there .. not for .. you … know," George choked, "but you know she's gonna be there …and", he added quickly, "and she's got the surgery tomorrow too."

"Yeah but dude, she's done the surgery before," Alex pointed out.

"Come on Mere," Izzie said jumping on the spot, "Let's go, let's do it. Alex? Please? Please!" Izzie turned to him, "You know you want to."

"Yeah, you want to," George stared at Alex.

"Just go," Cristina cried, "so they will shut up!"

Meredith and Alex looked at each other. They looked at the stack of reading material Alex had put on the bench and back at each other.

"Yay!" Izzie cried as she jumped up and hugged Meredith.

"Awesome." Meredith said under her breath.

"Izzie's gona do some dancin'!" Izzie sang as she danced over to George and bumped hips with him in an awkward way.

"George's gonna do some dancin'." George sang along with her.

"Cristina?" Meredith pleaded.

"Nah huh, don't look at me." she put her hand up to ward off Meredith's pleading look and returned it with her own brand of sour face. " I'm on the foufy dress ho-down!"

"Great, just great." Meredith sighed as she pulled on her pony tail and shook her hair out.

* * *

Addison was really nervous. It had been a long time since she had done something like this. In actual fact, she couldn't even remember the last time she _had_ done this.

She turned in front of the mirror attempting to objectively appraise her appearance. If she stared too long she didn't like what she saw. She thew the tissue she had balled up in her hands at her reflection and flipped the light off in disgust as she left the bathroom.

She was kind of glad Callie had forced her into it. She was tired of thinking about love, men and relationships. The last two years had been hard, her heart had been sleeping rough. And she wanted to put aside all of it and just _be_ for one night. No ties, no complications, lots of anaesthesia. She needed to do something other than think about work, Mark or … someone else. She felt a slow blush spread across her chest and scoffed at her teenage reaction. She fanned herself and blew a heavy breath out.

Oh this was no good at all. Not good. Really not good.

She smoothed her skirt across her thighs with clammy hands.

"Ugh. It's just sex." She said aloud to the empty room.

"Yeah but hot sex," She mumbled, "need hot sex."

"OK!" she threw her hands in the air.

"Oh God! Torture me now. Who needs it?" she cried.

"So I need some hot sex, I got to have some hot sex!" she admitted.

"Oh it's not funny." She groaned.

"Argh." She started pawing through her collection of shoes for just the right pair.

She found one half of the Manolo Blahnik's she wanted, "Man candy everywhere and all I get is the man whore's!"

"Mark the man whore! Oh that's healthy." She started tossing shoes across the room in her desperation. "Really good. Oh go for it Addison, that's what you need."

She turned back to the mess of shoes behind her, "Man whore." She laughed bitterly, "Talking to yourself? Haaa ha. Yeah that's good too."

"Nah nah ner nah." Her search was proving fruitless. She stood up and caught sight of herself in the mirror, taking in her mussed hair she had styled sleek and straight.

"Oh great!" She used her fingers to put it back in place, "Great. Now you look like Godzilla!"

"Brraaawwwahhh" she stuck her arms out in front of her, elbows in waving tiny reaching arms and stomped across the room mimicking Godzilla's attack on the city of Tokyo.

She was saved from herself by a knock on her door.

"Argh." She jumped a little. Then smoothed her skirt and hair down again before opening the door.

"Good grief woman." Callie said as the door swung open. "What are you doing?"

"Having a crisis." She said holding up a single shoe.

"Looks like it." Callie walked into the room, picked up a shoe and handed it to her.

Addison looked stunned.

"It's a gift." Callie laughed.

"Oh I love you."

"I know."

Addison shoved shoes behind her as she sat on the couch to put the Manolo's in her hand on.

"Ok," she smoothed her skirt nervously. "Ready."

"You look hot." Callie eyed her.

"Yeah, well," Addison ducked her head shyly.

"Yes. You are gonna get some tonight!"

"Callie!"

"Ok, lets go." She chuckled.

"Into the fire." Addison grabbed her bag and jacket.

"I look amazing. You look amazing. Let's be amazing together." Callie flung open the door, grabbed Addison's arm and walked out.

Addison laughed.

"You're trouble Torres."

"Oh and how!"

* * *

He swallowed a couple of pills and chugged on a bottle of water as he pocketed his keys and made his way downstairs. He wasn't in the mood really. But the allure of seeing her outside of the hospital where they would be on more equal footing was just too great. The allure of a night off, away from the hospital full stop was too great a temptation too.

A few drinks some good music, like he hadn't heard in forever would be just the thing he needed to relax and focus for tomorrow. Where he could learn by osmosis, he wished, or from observation. What he would be learning by observing people in a club was something else entirely.

He nodded to Joe as he walked to the end of the bar to join O'Malley, Grey and Izzie.

"I hear you guys are ditching me tonight." Joe complained good naturedly.

"Too many rats hanging around here Joe, it's a real problem you got to get the exterminator out." Alex threw at him as his eyes flickered to where Mark Sloan sat talking the ear or something off Melanie Tisdale, the ultra hot scrub nurse.

"Hey Alex," Izzie draped her arm across his and smiled. She gave him an appreciate once over, taking in his freshly shaved jaw, the way his t-shirt fit more than snugly across his chest and the way his tailored pants fit across his hips.

"Hi Izzie," he shifted uncomfortably under her gaze.

"We ready to go?" George asked jumping down from the bar stool.

"Yeah, lets do this thing." Meredith said with little enthusiasm, adjusting the way her top fell across her shoulder as she downed the last of the tequila.

"Thought you weren't drinking this week Grey," Alex said as O'Malley and Izzie fell instep ahead of them.

"Can't beat em…" she shrugged.

He lifted a brow as she passed him.

* * *

"You sure this is it George?" Meredith's tone indicated that she didn't believe George when he insisted it was for the third time.

"It doesn't look like a club." Izzie said taking in the non descript buildings from the alleyway they were standing in. "Doesn't look like anything."

"That's the point Iz." George said pulling her along. "It's not sposed to look like a club."

"Right." Izzie said not convinced either.

Alex and Meredith exchanged dubious glances.

"Wait! She said to call her when we got here." George pulled his phone from his pocket and hit number two on his speed dial.

"Where's Shepherd tonight?" Alex asked Meredith as a point of conversation.

"Oh, he had a .." she paused, "thing .. to do."

"Thing?" Alex narrowed his brow.

"Yeah, just a thing." Meredith shrugged.

Alex shook his head and gave a small laugh.

"What?" she laughed. "So we're weird. This is weird." She indicated George and Izzie and the alley they were standing in. "Don't you think this is weird?"

"This is weird." Alex agreed.

"She's coming." George called out to them.

"Yay!" Izzie cried excitedly.

Moments later a door opened and Callie emerged startling them.

"George!" Callie called.

He rushed over to her and they kissed each other and hugged.

Izzie looked towards Meredith and made a face.

"Hey," Callie said, "You brought ... friends. Great."

"Yeah, they all wanted to come." George grinned over at them.

"Ok, come on then." Callie turned back to the beefy guy behind her and said something low.

He nodded and held the door open for them, giving each of them a thorough eye going over as they passed.

"Dude, relax." Alex murmured behind Meredith, his head indicating the block of beef eyeing them.

Callie held George's hand as she led them.

Like lambs to the slaughter they followed blindly down the dim corridor. Trusting the person in front of them to lead the way. Meredith behind Izzie who was behind George with Alex bringing up the rear.

"Is all this really necessary?" Meredith laughed.

"Dude it's a club." Meredith could sense Alex's shrug in the confines of the corridor.

"Wow." Izzie said as they came through another door and stepped into the club.

"Yeah." Alex nodded impressed.

An eclectic 80's dirty south mashup beat thrummed through the club. A small crowd was raising a storm on the dance floor. The atmosphere was electric. It was nothing like Alex had expected at all. The place was large enough to fit in a decent crowd while maintaining a sense of intimacy. Odd pieces of furniture, coffee tables, lounge's, and ottomans scattered around the room added to the intimacy. An eclectic assortment of retro lamps placed strategically around the club enhanced the just so lighting scheme creating a sense of warmth, heat and fire. The whole thing felt like a beast moving languidly, a sexy beast where everyone within moved as a whole, caught up in the beast's spell, the beat taking over.

"This way," he heard Callie call to them as they followed her into the heart of the beast.


End file.
